This code was initially derived from the findings of the Committee on Corporate Governance, and has since been regularly revised. Overseen by the Financial Reporting Council and endowed with statutory authority under the Financial Services and Markets Act of 2000, it adheres to Hampel's preference for principles over 'one size fits all' rules, and the notion that shareholders be the ultimate arbiters of good corporate governance, that such notions are for the market to enforce rather than the law. The language is more one of shared responsibility between board and shareholders than of accountability, and the 1998 version states that "institutional shareholders have a responsibility to make considered use of their votes", while the 2008 iteration declares that "shareholders for their part can still do more to satisfy companies that they devote adequate resources and scrutiny to engagement".
Principles outlined in the Code include the presence of non-executive directors on remuneration and audit committees, performance-related pay and the varying degrees of liability between executive and non-executive directors. The Financial Services and Markets Act (2000) requires that listed companies "comply or explain", but the preambles accept that "departures may be justified in particular circumstances", that such departures are not "automatically treated as breaches" and that companies have a free hand in explaining their decisions.
In 2007 only a third of listed companies were fully compliant with the Code as it then stood, although individual elements saw far higher levels - almost 90% of companies for instance split the roles of Chief Executive and Chair. (Pensions Investment Research Consultants Ltd, 2007, Review of the impact of the combined code, p.2).
Source: Financial Reporting Council
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